The Forgotten Enemy
by Shadowclanwarrior
Summary: When Ben heard that all the people from a four star hotel disappeared without any explanation, he starts to investigate right away. At first, he believes that the Highbreed were behind it, but he soon discovers that it is something worse. Much worse. Will Ben be able to figure out who this mysterious enemy is or fall into the hands of death?
1. In the Abyss Between Life and Death

Somewhere deep within the galaxy, in an abyss of darkness laid an alien laying motionlessly. He was greatly injured, badly enough for him to die at any possible second.

The alien sighed deeply.

He knew he was done for. No matter how hard he tried to fight, he could not win. But why was he fighting? He wanted to die so that the pain would be taken away, but yet he wanted to stay alive so badly... Why did he want to stay alive so desperately? He even didn't know where he was or how long he has been here in this horrible place.

All alone…

Left to die…

Left to endure an overwhelming amount of torture and agony…

But who caused all this? Who put him in this suffering state? The alien tried to go through his memories, trying to figure out how he got here. But he couldn't remember, no matter how hard he tried. Is as if he was trying to remember, but yet he was preventing himself from remembering… And then out of nowhere…he heard a voice.

A child's voice. A voice that he loathed with all of his cold, black heart. And in a flash, he started remembered. He remembered the human child who humiliated him and caused him to be in this endless abyss between life and death. He could see the child as if he just only saw him just yesterday. He could picture the child's green eyes, untidy brown hair, his black and white T-shirt and baggy green pants… And the watch that he wore… The Omnitrix. He wore the Omnitrix, the one thing that he wanted most…

"Ben… Tennyson…" the alien muttered weakly the name of the child.

The voice of the Ben Tennyson continued to ring through his ears. The voice that taunted him, annoyed him, and angered him. At that moment even when he was in a huge amount of pain, the alien slowly started to stand.

"Ben… Tennyson…" he whispered darkly, "I will hunt you down and kill you, even if it's the last thing I do!"


	2. The Disappearance

"Ugh…" Ben Tennyson groaned painfully, "I don't feel so good…ugh…"

"I told you that you shouldn't have had those last ten boxes of chili fries for lunch, Ben," Gwen Tennyson said as she flipped through the TV channels.

"But they were so good, I couldn't stop eating!" Ben complained.

"He has a point," Kevin commented, "Those where some really good chili fries!"

"Yeah, but having too much will end with you having a stomachache," Gwen said glaring at Ben.

"Anyway, is there anything on the news, Gwen?" Ben asked changing the subject, "Any aliens to fight or crimes to stop?"

"Nope, sorry Ben," she reported.

For the last few months, Ben hasn't had _any_ encounters with _any_ aliens. Even the Highbreed and DNAliens have been unusually quiet. Because of this, Ben has become so bored he felt has if he was going to go insane!

"Oh my God, I'm _so_ bored!" Ben whined.

"Why are you complaining? We can finally relax around here for once!" Kevin questioned as he laid on the couch almost asleep.

"But it's so boring without any aliens to defeat!" Ben pointed out.

"But you complained when there _were_ aliens to fight."

"Yeah, but it was annoying to fight the DNAliens every five seconds."

"Will you guys be quiet!" Gwen interrupted.

"Why, did you find anything interesting on?" Ben asked hopefully.

"Yes, listen!"

Ben got up sat up from his chair, listing carefully to a news report that Gwen had turned to.

_"We have reported that here in downtown Bellwood that a four star hotel full of people has just now disappeared!"_ the news reporter said, _"No one is sure how it happened, when it happened, or why it happened. There isn't a trace of evidence of a fight or a kidnapping or anything when the police searched the place this morning! They are also now bordering up the building and that no one is aloud in the building until further notice. If anyone as any information on this case, please contact the police immediately!"_

"Wow…" Kevin commentated when the report was over.

"You think the Highbreed or DNAliens have anything to do with this?" Gwen asked Ben.

"I don't know, maybe," Ben answered thoughtfully, "They haven't done anything like this before though…"

"But how could they have gotten all those people without being seen if they are behind it?" Kevin questioned, "There would have to have been at least hundreds of people there."

"Yeah, that is true," Gwen said, "Maybe we should go check it out."

"Yeah… right after my stomach settles down first. Maybe later tonight when there is no crowd," Ben muttered as he tried relaxed in his chair.

* * *

><p>When night finally fell, Ben, Gwen, and Kevin drove to where the four star hotel was. The place was covered up with boards to make it look like a long forgotten abandoned building.<p>

"Man, this place is creepy," Kevin said as he parked the car in the parking lot.

"I'm surprise there isn't anybody here," Gwen commented seeing the place was deserted.

"Everyone was probably here when they first heard about it," Ben replied as he stepped out of the car. They then walked up to the front door which was bordered up with a note that said _Do Not Enter_.

"Kevin, would you like to do the honor of breaking down the door?" Ben asked.

"With pleasure." Kevin punched the door making it split in two.

"Do you think that was a good idea to destroy the door," Gwen questioned, "I mean, how are we going to cover up the evidence that we were here?"

"We'll worry about that later," Ben answered, "Right now let's check this place out." He then entered the building. It didn't look as intimidating as it did on the outside. The entrance was a fancy looking lobby with beautiful red velvet furnisher and carpet, a nice wooden front desk at the back of the room with a gold colored elevator and emergency stairs right next to it. But even with this nice luxury look, Ben could feel a dark presence throughout the entire room.

"Wow, this place is beautiful," Gwen muttered in amazement.

"Yeah, but I don't like this place," Ben replied.

"So, where do we start looking?" Kevin asked looking around.

"We can start by going through that hallway," Ben suggested pointing to the hallway on the right end of the lobby.

"Okay, that's a good start," Gwen said.

As the three of them walked down through the building, Ben could feel the evil aura growing more and more. He kept having a feeling that he should just run out of here and never look back. But why? What could be here that could make him feel this scared?

"Hey, Ben, are you okay?" Gwen asked walking next to him.

"I'm fine, let's search this place as fast as we can and get out of here!" Ben said trying to keep his voice steady.

* * *

><p>"Well, we searched the whole entire first floor and we found absolutely nothing!" Kevin complained as he finished searching the last room.<p>

"This doesn't make any sense," Gwen said puzzled as she sat down on one of the beds, "How can all the people in this hotel disappear without a trace of what happened to them?"

"Maybe they teleported?" Ben guessed.

"Ha ha," Gwen replied sarcastically.

"That could be possible," Kevin said, "If the aliens that did this had the right technology, they could have possibly transported all the guests and workers out of here."

"I highly doubt that," Gwen commented, "If they did do that, wouldn't someone have called the police if they saw people disappearing?"

"Yeah, good point…"

"We won't get anywhere if we continued to just sit here discussing it," Ben said impatiently, "We still need to go see the other floors."

"Yes, but if we search each floor like this, it will take us all night," Gwen said, "It took us just twenty minutes just to search this floor together."

"Are you suggesting we should split up?" Kevin asked.

"Yep, from the looks of it this place has five floors," she explained, "So, we each should each search one floor and then when were done, we would go to the fifth floor and meet up there."

"Okay, that's sounds good," Kevin agreed.

"Yeah, but should we?" Ben asked, "What if we run into something while we're all looking around?"

"So what? We would just call for back up," Gwen answered.

"Why are you scared, Ben?" Kevin taunted amusement in his voice.

"N-no," Ben answered defensively, "I'm just saying that's all!"

"Oh whatever, let's just get going!" Gwen said as she got up from the bed.

* * *

><p>"Okay, I'll take the second floor, Kevin you take the third floor, and Ben you get the fourth floor," Gwen said when she, Kevin, and Ben where in the elevator.<p>

"Okay, and after we search our floor, we go to the fifth floor and meet up there?" Ben asked.

"Yep that's the plan, as I've told you the first ten times," Gwen answered annoyance in her voice.

The then elevator opened up to reveal the second floor. Gwen shivered a little as she got off.

"See you guys later," she said as the golden doors of the elevator closed behind her.

When it got to the third floor, Kevin walked out and said to Ben, "Be careful not to run into any scary monsters, Ben!"

"Ha ha, you're _so_ funny, Kevin!" Ben replied coldly.

Kevin let out a small laugh and then disappeared behind the door. Finally, Ben arrived at his floor to search. It was a long, dark wooden hallway with a long red velvet rug running down the center. There where doors that lead to at least thirty rooms. Ben let out a long sighed. He clenched his fists tightly and went to search the first room.


	3. Paradox's Warning

Ben slowly walked out of the last room on the fourth floor. He let out a soft sigh. How is this possible? Like on the first floor, there was nothing out of the ordinary in any of the rooms. There wasn't even a trace of blood or signs of struggle. But the biggest question Ben had who could of done this and why? It didn't make any sense for the Highbreed or the DNAliens to go kidnap a bunch of random hotel guests at a random hotel. But questioning the situation won't solve anything.

Ben then walked over towards the elevator to go to the final floor. As he pressed the button to access the elevator, he heard a large crash coming from above him. Ben hurried inside the elevator hoping he would be able to catch up to the person or alien who had caused that noise before he had time to escape.

Finally the doors opened to the final floor. Ben stepped out quietly. He looked around the hallway that resembled the previous floors. Although it looked as elegant and as creepy as the others, Ben felt as if he shouldn't be here. It felt as if something was warning him to get out while he had a chance. He even felt himself shake a little. The air felt extremely cold compare to the other floors.

He then opened the door to the first room. The room was like all the other rooms too, but the TV in front of the beds was on the floor broken. 

_Well this explained the crash_, he thought to himself.

Ben studied the TV. From what he could guess is that someone had fell into the TV and made it fall. He began to walk around the room trying to find any hiding places. He could feel that whoever knocked over the TV was still in this room. The bedroom didn't have much space to hide in, the small living room and kitchen had small places to hide if you weren't claustrophobic, but it was unlikely that anyone would. The only place someone could successfully conceal themselves away was in the bathroom.

Ben slowly walked inside the bathroom. It was good size bathroom with very beautiful decorations, white marble tile floor, and bright red wallpaper. But there were no signs of any living thing in the room. As Ben was about to leave the fifth floor to see if Kevin or Gwen had found anything, he heard a faint scratching noise.

He fallowed the sound that lead to the end of the hallway to a small storage room. When he entered the room, he saw old dusty furniture, broken tables, and even some spare kitchen supplies. But he could no longer hear the scratching noise. He tried to turn the lights on in the pitch black room, but they wouldn't work. Ben then turned on the Omnitrix on so that he could use it's faint green light to see. He walked further into the room for any evidence of the scratching or any other clue.

When Ben reached the other side of the room he noticed that something was carved into the wall. He shined the Onmitrix's light towards the writing. The writing was sloppy and hard to read, but he was able to make it out. Ben's eyes grew huge in horror for the writing said, _I'm hunting you down, Ben Tennyson and I will not rest until I see you drown in a pool of your own blood._

Ben quickly slammed the Onmitrix to transform into Swampfire. At the very same second, a huge laser beam came out of nowhere and hit him right in the chest. Luckily, the laser went right through Swampfire's flexible body. He began throwing fireballs everywhere since he couldn't see anything around him clearly. Lasers where continued being thrown at him from what seemed at all directions. Ben ran out of the room hoping to bring this alien into the light. He continued to throw fireballs back into the room as he back away.

"Ben, what are you doing?" he heard Gwen shout.

He turned around to see both her and Kevin standing in the elevator.

"We need to get out of here, now!" Ben shouted as he shoved his way into the elevator.

"Why, what's going on?" Kevin asked puzzled.

"I'll explain later, right now we have to get out of here and fast!"

* * *

><p>"So let me get this straight," Kevin said after Ben explained his story back at his living room, "While you were searching the fourth floor, you heard a crash coming form up stairs. So you went up to the fifth floor, and found that in one of the rooms had a broken TV. You searched the room and found a broken TV but nothing else until you heard a scratching sound. You fallowed it to a storage room and found on the other side of the room a death threat and then you were ambushed and that was why you fighting in middle of the hallway."<p>

"Bingo," Ben said to Kevin's summarization.

"Did you see who was trying to kill you?" Gwen asked.

"No, it was too dark to see anything," Ben answered.

"Do you have any idea who it was?"

"Not a clue."

Gwen sighed. "Well, at least you weren't hurt."

"Oh, by the way did you guys find anything?" Ben asked hopefully.

"Nope," both Gwen and Kevin answered at the same time.

Ben relaxed a little in his chair. "On the bright side, I know for a _fact_ it wasn't the DNAliens or the Highbreed."

"Well, that's good I guess," Gwen replied, "But we still don't have any clue as to who is behind it."

"Maybe we will find more clues if we go back tomorrow since I never searched the other rooms on the fifth floor," Ben said.

Both Gwen and Kevin stared at him like he was insane. "What? You want to go back there again, even after tonight?" Kevin questioned.

"Not really, but we won't solve anything if we don't go back."

As soon as he said that, the door bell rang. Ben, Gwen, and Kevin all looked at each other.

"Who could that be at this hour?" Kevin asked.

"Who knows, but I'll go see who it is." Ben got up from his chair and opened the front door to see Paradox standing there taping his foot impatiently.

"Hello, Ben Tennyson, how are you doing?" Paradox asked quickly.

"Uh…fine. But what are you-"

"Good, I've been doing well myself," Paradox said cutting Ben off, "Oh, by the way, have you've faced any psychotic, homicidal aliens trying to kill you lately?"

"What?" Ben asked puzzled.

Paradox sighed. "I said, 'have you've faced any psychotic, homicidal aliens trying to kill you lately?'"

"Uh…maybe, like an hour ago, why?" Ben answered still confused.

"Oh, it's just that I was looking for you a week earlier from now and I found you in this abandon building lying there murdered."

"Wait, _what_?"

"Hey, Ben, who's at the door?" Gwen asked from the other room.

"…Paradox…"

"Paradox?" Gwen came to the front door along with Kevin.

"This guy again?" Kevin asked annoyed.

"Hello again," Paradox said happily.

"Why are you here, Paradox?" Gwen asked.

"Oh, just warning Ben that he is going to be brutally murdered a week or less than a week from now."

"_WHAT?_"

* * *

><p>"So after I found Ben, I searched the town for Ben's killer or any wittiness," Paradox explained back in the living room, "But I didn't find anything, or anyone in the entire town. I traveled further into the future but I was never able to find out who was Ben's killer or find any clue of where or what became of him. I then traveled back to this time to see if I can at least warn Ben of the coming danger or find the murder before he strike."<p>

"Have you've found anything yet?" Gwen asked.

"No, I thought I would warn Ben before I tried to look for the killer," Paradox answered.

"Do you guys think the same guy who made those people disappear at that hotel is the same alien who killed Ben?" Kevin suggested.

"Could be," Gwen agreed.

"What are you talking about? What hotel?" Paradox asked puzzled.

Gwen explained to him of what happened at the hotel and their experiences there when they investigated the place. "There is no 'could be', the same alien who ambushed Ben and caused those people to disappear is the same person who killed him," Paradox said, "Plus I think did find him in a hotel."

Paradox then turned to Ben.

"Do you have any ideas on who it could be, Ben?" he asked.

"…Vilgax maybe? I can't think of anybody else at the moment," Ben answered clueless.

"How can it be Vilgax?" Gwen questioned, "Wouldn't he have gone straight at you instead of ambushing you and staying hidden?"

"I know, but he could be weak at the moment," Ben replied, "And do we have any better suspects?"

"I guess not..."

"All right then," Paradox said getting up from his chair, "I'll start hunting for our prime suspect right now!"

"I appreciate the offer, Paradox, but I would puffer to do this myself," Ben said.

"I know you would, but do you really want to do this by yourself? You're going to fight a really strong opponent," Paradox warned concerned.

"Don't worry," Ben replied confidently, "Besides, this is really personal to me. And if I need help I'll have Kevin and Gwen to back me up."

Paradox sighed heavily.

"Your over confidence will be your down fall some day," he said half to himself, "Well, if things turn rough, I'll be back to help you."

He then teleported out of Ben's house without another word. Gwen glared at Ben.

"Ben, are you that ignorant? Why would you reject his help at a time like this?" she asked angrily.

"Because I want to deal with the damn bastard myself!" Ben answered darkly.

"Anyone would want to kill the bastard who threatened to kill them, but are you sure you can handle this?" Kevin asked, "I mean you didn't do so well when you fought him at the hotel."

"Relax," Ben said, "I obviously had fought this guy before, so once I find out who this guy is I'll fight him the same way again."

Kevin and Gwen still gave him uneasy looks.

"Oh, come on guys! What could possibly go wrong?"


	4. The Hidden Clue

"_I'm hunting you down, Ben Tennyson and I will not rest until I see you drown in a pool of your own blood." _

Those words where burned deep into Ben's mind. He had been thinking about that threat all night long, trying to see if he could figure out some kind of clue within those words. But sadly, he didn't.

Ben sighed heavily as he got dressed and walked towards the kitchen. There, Ben's mother was making breakfast while his father was reading the Bellwood newspaper.

"Good morning, Ben," his mother said.

"Morning mom," Ben replied as he put on his jacket and was about to leave the house.

"Where are you going in such a hurry?" Ben's father questioned.

"I need to see Gwen and Kevin, I'll be home later tonight," Ben answered closing the door not waiting for his parents to respond.

He didn't want to worry them about the death threat or that someone was hunting him down, just in case they get themselves into trouble trying to protect him. But before he could leave the front yard, his mother called out, "Ben, are you all right?"

He turned to his mother. He did hate lying to his parents of what was troubling him, but it would be better if they didn't know, even if they did know about the Omnitrix. Ben smiled weakly.

"I'm fine. Don't worry about me."

His mother still gave an uneasy look.

"Alright, just be careful. Oh, me and your father are going to go out tonight for dinner and won't be back home till late. If you need us, just call on one of our cell phones."

"I understand, mom," Ben said as he left to go get Gwen and Kevin.

* * *

><p>"So, are we going back to the hotel again?" Kevin asked Ben at Mr. Smoothy.<p>

"Maybe, but what is taking Gwen so long!" Ben complained, "I know she said she would meet us here in like an half an hour ago, but still!"

Kevin took a drink of his smoothie. "Will you calm down?" he said, "She will be down here soon. And why are you making it such a big deal anyway?"

"Because we need to stop that psycho alien before he hurts anyone else!" Ben answered losing his temper.

Kevin stared at him.

"Well, if you're in such a hurry, why don't you go to the hotel yourself and I wait for Gwen to show up."

"No! I can't just go by myself! I need you and Gwen to back me up!"

"Well if you _need_ back up why didn't you except Paradox's offer to help?"

Ben glared at him as he tried to find a comeback. He then looked at the ground his gaze softening.

"I'm sorry, it's just I'm worried and I don't want anyone hurt," Ben confessed feeling like a hypocrite.

"That is understandable, Ben." Ben looked up to see Gwen coming towards them.

"What took you so long?" Kevin asked.

"I had to take a shower," Gwen explained, "I would have been here sooner, but as I was about to leave the house I saw a new news report about the disappearances."

"Really, what else has happened?" Ben asked.

"Well, the same news reporter said that the same thing that happened at the hotel happened to every building downtown. There was no evidence of any kind fight, riot, or anything. No one is aloud downtown until they find those missing people. He also reported about our break in into the hotel and…about the writing on the wall."

"What did he say about it?"

Gwen's eyes darkened. "He said that you should turn yourself into the police. I think their thinking of getting rid of you."

"They can't do that!" Ben cried.

"Oh yes they can," Kevin said.

Ben started to pace a little. They can't be seriously thinking that sacrificing him would solve the problem? He then grabbed his smoothie and walked towards Kevin's car.

"Come on," he said solemnly, "Were going downtown."

* * *

><p>"Okay, so how are we going to get past the cops?" Kevin asked when they came across the entrance to downtown which was packed with police officers and citizens standing around.<p>

"Uh…got a plan, Gwen?" Ben asked hopefully.

"I don't know, it looks like there is no way around them," Gwen said mostly to herself as she tried to figure out a way in. Ben studied the area.

There where officers, police cars, or citizens blocking every entrance and ally way to the downtown area. There seemed no way for him, Kevin, or Gwen to enter without being noticed.

"Why don't I turn into Big Chill and get us in that way?" Ben finally suggested.

"If you want to," Gwen replied.

Ben then transformed into Big Chill, grabbing Kevin and Gwen as he went passed through the crowds of people and into downtown. And just like in the hotel, Ben felt very uneasy here as if the alien that was hunting him down was here, as if waiting for him.

_Of course he is waiting_, Ben told himself, _waiting for the perfect time to strike._

When they were finally away from the police, Ben let go of Gwen and Kevin transforming back. All three of them looked around. They were in the middle of a street where little shops surrounded them, all looking as if they were deserted for a very long time and just like at the hotel, there was nothing unusual or out of place.

"So, do we search like we did at the hotel?" Ben asked clueless as where to start.

"If we do that, we'll be here for God knows how long!" Kevin said pacing about.

"Maybe if walk through the streets, we'll see something," Gwen suggested.

"What other option do we have?" Ben replied.

"Gwen, Ben, come over here!" Kevin suddenly called out.

Ben and Gwen raced over towards Kevin who was looking down at the road. "What is it, Kevin?" Gwen asked concerned.

"Look down closely at the ground," he ordered not taking his eyes off the ground.

Ben got down to his knees and saw faint claw marks graved into the road. He also saw a whole path of them as if something with very sharp claws was running or chasing something.

"How did they miss this?" Ben questioned.

"It doesn't matter," Gwen said, "But at least we have a clue."

Ben, Kevin, and Gwen then started to follow the path of claw marks leading them to a sewer entrance. "Great," Gwen muttered, "Now we have to go into a sewer!"

Kevin used his strength to break opened the door to the sewer. The three of them climbed down into a long tunnel with a river of waste surrounding them.

"God, this place smells horrible!" Gwen complained.

"It could be worse," Kevin commented, "An abandon subway smells ten times as worse!"

Ben glanced down at the floor of the tunnel. There were even more claw marks running all over the place.

"So, which way should we go?" Ben asked.

"I don't care, let's just pick a direction and go," Gwen said impatient.

* * *

><p>Hours had passed by when Ben, Gwen, and Kevin finished searching the sewer. They didn't find anything else other then the claw marks both ways through the sewer. Although, Ben did have the feeling that they were being watched, but there was no evidence of anyone there but them.<p>

"Do you guys have a feeling that where being fallowed?" Ben had asked Gwen and Kevin.

Both Kevin and Gwen gave him an uneasy looks. Without saying anything, Ben knew that his friends had the same uneasy feeling. Now they were out of the sewer staring at the sunset.

"How long where we in there?" Ben asked in disbelief.

"Let me see. We got here between noon and one, so we where there about seven hours," Kevin answered.

Ben groaned. The tunnel were long, both ways and they did go through multiple tunnels as searched.

"Let's call it a day," Ben sighed tired, "Well come back tomorrow and do more investigating later."

* * *

><p>Kevin pushed on the gas as he drove himself home after dropping off Ben and Gwen at their houses. He looked through his review mirror seeing a dark figure glaring at him. The figure was unusually tall, and seemed to have what Kevin could have sworn was a tail. It had been fallowing him for awhile now, ever since he dropped of Ben. At first, Kevin didn't pay that much attention to it, but now he was starting to get a little concerned.<p>

_Maybe this the alien that's after Ben?_ He thought to himself.

Kevin then parked his car in nearby parking lot. He got out of the car and stared down at the alien. Both stared at each other as if they were waiting for the other to make a move. And then without warning, the alien let out a howl and attacked Kevin. But Kevin dogged as the creature crashed into his car.

_Damn it, my car!_

Kevin absorbed his car's metal and punched the alien in the face. The alien fell to the ground, whimpering a bit as blood went down its face. It then shook its head and violently pounced on Kevin and drove its sharp claws into him trying to hold him down. Kevin flinched in pain trying hard not to scream. He then broke free of its grip as he punched the animal like alien in the stomach. It growled a little as it stepped back from him in pain. Kevin got up slowly as he approached the alien to finish him off.

But then, the alien tackled him again, pushing his face into the ground, its claw going deeper and deeper into his rock hard skin, and its weight crushing him. Kevin cried in pain, unable to move.

"That's enough!" a voice rasped, "I want him alive."

Kevin felt the pressure and pain from the alien's grasp loosen. He then punched the alien again, knocking it out senseless. Kevin looked around for the other alien, but there was no one in sight. Then Kevin screamed as an incredible amount of pain and agony went through his body. Then everything went black.


	5. Ambush

Gwen woke up with a flash as she heard a small crash inside her house. She sat there in her bed, not making a sound. She looked down at her clock on her night stand. It said four fifteen, P.M. Gwen sighed sleepily as she thought that it was her imagination. But as she was about to fall asleep again, she heard a loud scream coming from her parents' bedroom.

Gwen quickly got out of bed and raced down to her parents' room. She opened the door to see the room deserted. Gwen quickly searched the room for her parents, but they were nowhere in sight. She quickly went back to her room and got dressed. She then left her house, ready to fight anything. It was pitched black outside, not even the moon and stars were out and the street lights where very dim.

Gwen stood where she was as she felt someone's hot breath on the back her neck. She turned around to see a giant, animal like alien behind her, growling softly at her. Gwen screamed and threw energy spheres at it. The creature growled and charged at her, barley getting hurt from her blasts. Gwen backed up and continued to throw energy spheres at it, but the animal like alien didn't slow down.

It then collided itself with Gwen, making her fall to the ground. Gwen got up quickly, but the alien got a hold of her left arm, sinking its claws into her skin. Gwen cried in pain as she used her energy powers to get a hold of the alien and pin him to the ground. But its claws cut threw Gwen's arm leaving very big, deep wounds that where bleeding like mad.

Gwen then ran away from the alien, shouting for help along the way. But no help came. As she left her neighborhood, she began to notice that there where cars all over the road abandon_. _

_Oh God, don't tell me that everyone is gone!_

She then noticed that in the middle of a parking lot, there was a car that looked a lot like Kevin's car. Gwen ran to the car finding out that it was Kevin's car, only there was a huge dent in it.

"Kevin!" Gwen called out.

Silence filled the air as she waited for a response. Gwen also noticed that there was dry blood on the ground. She gasped in horror as tears ran down her eyes.

"No, Kevin!"

Gwen then heard a loud howl as she turned around to see the same animal like alien was running towards her, its dark eyes staring at her unblinking. Gwen ran away again, too weak to fight it with her wounded arm. She ran as fast as she could, hoping she would find help soon.

* * *

><p>Gwen gasped for air as she found herself at the entrance of the Bellwood hospital. She had been out running the alien for what seemed like forever. Gwen fell to the ground, gasping, crying, and coughing. She felt sick and cold, as if she didn't know where she was anymore. When she finally had a hold of herself, Gwen took a look at her left arm. There were three long deep cuts, with blood all over her arm and clothes. But thankfully, the wounds had stopped bleeding.<p>

Gwen searched the hospital, hoping to find someone or some bandages here. She didn't find anyone, but she did find some cloth in a cabinet with medical supplies. Gwen put the cloth around her wound carefully. When she finished, she looked at a nearby clock. Five thirty, almost sunrise. Gwen sighed heavily. Did the alien kidnap everyone in Bellwood? From what she had seen of the town, it looked just like a ghost town.

She felt tears run down her eyes again. She hoped Kevin was alright, whatever happened to him. She remembered the figure that she had fought. The shape of the alien looked so familiar to her, but she couldn't see anything clearly with it being so dark. She then wondered if Ben was alright. Wait, Ben! Did the alien get Ben as well? Gwen then ran out of the hospital, going straight for Ben's house. She felt a little light headed though. But she didn't care. She had to see if Ben was alright. He was Bellwood's only hope.

* * *

><p>"Ben, are you here? Ben, can you hear me?" Gwen shouted desperately as she entered Ben's house.<p>

Gwen closed the door behind her, locking it with her copy of Ben's house key. Thank God that it was in her pocket.

"Ben?" Gwen called out again.

"What?"

Ben came out of his bedroom, looking half asleep.

"Ben!" Gwen ran up to him and gave him a big hug.

"Whoa, Gwen, easy!" Ben muttered barely able to breathe.

"Oh, Ben," Gwen chocked up crying, "I'm so glad you're alright! I thought I was the only one left…"

"'Only one left'? What do you mean?" Ben asked as Gwen let him go.

He then flinched as he looked at Gwen's arm and bloody clothes. "What happened to your arm and clothes?"

Gwen quickly explained what happened to her and the rest of Bellwood.

"Well that explains why I didn't hear my parents come home last night," Ben said as he checked to see if his parents' car was in the garage, which wasn't there.

Ben looked back at Gwen who sat down on his couch.

"Let me see your arm," Ben said.

Gwen stared at him weakly as she let him unwrapped her bandage. Ben gasped as he saw how badly they were.

"Gwen, we need to get you to a hospital!" Ben exclaimed.

"But no one is there, Ben, I've already been there," Gwen muttered weakly as she felt really light headed and dizzy.

"No, Gwen, stay with me," Ben said, "I'll get you to another hospital!"

Gwen stared into space, barely conscious as Ben transformed into Jetray and carried her away.

* * *

><p>Ben waited impatiently as he sat outside Gwen's room in the hospital that he came to in a nearby town, a few miles from Bellwood. He tapped his foot, hoping the doctor who was looking at Gwen would be out soon. Finally, the doctor came out of the room and said, "Don't worry, Mr. Tennyson, your cousin will be alright."<p>

Ben let out a sigh of relief. "That's good, when will she be out?" he asked.

"Well, she had lost a lot of blood from those cuts on her arm; remind again me _how_ she got that injury again?"

"Some glass cut her."

The doctor gave him an unconvincing look. "Anyway," he continued, "She is in shock as well, but she has calmed down. I will be giving her some stitches once I finish giving her a blood transfusion. I will also like to keep her here for awhile until she regains most of her strength back and recovers from the shock. So, she will most likely be here about two weeks at the most."

"Okay, will she be alright if I go out for awhile?" Ben asked.

"Yes, I'm sure she'll be fine, why?" the doctor questioned.

"I'm just going out for awhile, no big deal. If she asks where I am, tell her I'll be back tomorrow."

"Okay, see you tomorrow, Mr. Tennyson."

Ben then left the building, feeling intense anger flowing through him. This has gone too far. This alien, whoever he is, was going to get it. He wanted to end this no matter what the result was. He wanted the alien to pay for what he had done to Gwen, Kevin, and the rest of Bellwood. He then transformed into Jetray and headed off for Bellwood.


	6. The Forgotten Enemy

Ben flew all around Bellwood looking for the any sign of life.

_Gwen was right_, Ben thought as he looked down at the town, _everyone _is_ gone_.

He continued to fly in the sky for half an hour. Finally, he saw some movement in the town. He quickly flew down and chased after the figure. But once he was at ground level, the figure was gone. Ben looked around the area carefully. There has to be some trace of the creature, he couldn't have just disappear out of thin air.

Suddenly something came on top of Ben, holding him to the ground and sinking something into Jetray's wings. Ben struggled through the creature's grip and finally was able to get free. He flew high into the air looking at Jetray's wings. There where deep cuts, similar to Gwen's with a little blood dripping down. Ben looked back down to see the alien glaring at him, growling.

The alien was seven feet tall; it had dark gray fur, a long tail, and sharp claws. It had purple eyes that had an evil, bloodthirsty look to them. It was the werewolf.

_How did he get here and how did he find me?_ Ben asked himself shocked.

The werewolf bared its teeth at while it growled angrily. It then jumped into the air, trying to get a hold of Ben. But Ben was too fast and shot green lasers form his eyes. It was a direct hit, and the werewolf landed onto the ground, hard enough to smash threw a building.

Ben flew down and looked down at the werewolf. It laid down on its back, apparently knocked out or dead. Ben watched the werewolf for a moment, making sure it really was dead. Ben then hovered towards it and grabbed it by the shoulders, moving the werewolf's body out of the town.

Suddenly, the werewolf opened its eyes and grabbed Ben. It threw him to the ground hard. Ben cringed in pain as the werewolf grabbed his neck and started to choke him. Ben gasped trying to breathe and escape the alien's grasp. But the more he moved, the more pressure the werewolf put on Ben's neck. Ben soon began to lose conciseness.

_No, Ben! You've got to keep fighting!_

More and more pressure was added to his neck.

_No, no…_

Finally everything went black.

* * *

><p>Ben slowly started to regain conciseness as he found himself in a very dark room.<p>

_Where am I?_

He tried to move, but he realized that he was tied up onto a bed and that he turned back human. Ben looked around the room. It was too dark to make anything out, but he recognized the broken TV he found in the hotel.

_How did I get to the hotel?_

Ben then tried to break free of the rope but it was really tight. He twisted his hand hoping it would finally break free. And after a few minutes of twisting his hand, he was finally loosened the rope a little. Soon, he had his hand free and used his hand to untie his other hand and legs. Once he was freed, he slowly got up and put his hand on his neck. It felt swollen, and he felt little cuts on it, but nothing serious_. _

_Why didn't the werewolf kill me when he had the chance?_

Ben then walked to the door. As he was about to open the door, he heard faint voices coming down the hall. He couldn't understand what they were saying, but from the way their voices sounded, they were pleased about something. As the voices got closer, Ben ran into the bathroom and closed the door. He waited as he hoped that they wouldn't come into the room.

Ben looked at the Omnitrix. He thought that he could get out of here easily if he turned into Big Chill and sneak out. But when he tried to activate the watch, it wouldn't work. Someone must have deactivated it while he was knocked out.

"Great," muttered Ben softly.

He then left the bathroom and slowly cracked the door to the hallway open. Ben looked through the crack. No one in sight. He then walked slowly and silently to the elevator. He was almost their when he saw a pair of emergency stairs that he didn't see before on his first visit. He went down the stairs, making sure he couldn't be seen the entire way in case someone came in. When he finally reached the bottom he cracked the door to see if anyone was in the lobby. And again, no one was there.

But Ben stared at his exit. _This is too easy._

He knew that someone was out there, but how could he possibly get past them? He was defenseless and had no chance against a fight. Especially the werewolf, if it was still here. But this was his only chance of escape...

Ben then opened the door and ran straight for the exit. He ran as fast as he could, keeping his eye on the door. He grabbed the door knob and opened the door. Moonlight shined on him as he left the building. Ben smiled as he got farther away from the building.

But then Ben felt a hand grabbed him and pulled him back inside the hotel. Ben tried to break free but the force was too strong. He fell to the ground with the werewolf standing over him, holding him down tightly. The werewolf sunk its claws into Ben's wrists, blood slowly coming out. Ben kicked the werewolf and struggled to get himself freed. The werewolf seemed to grin, as if it enjoyed seeing him in pain and panic. The werewolf released one of its hands and was about to strike his claws into Ben's neck.

"_Enough!_" a voice suddenly shouted.

The werewolf stopped what it was doing and turned his head around. Ben tried to see who just saved his life, but the werewolf blocked his view.

"I said bring him here alive, Yenaldooshi, not kill him!" the voice exclaimed angrily.

The werewolf whimpered like a puppy that just got caught after doing something to get his owner furious. The werewolf got off of Ben so that the new alien could see him. Ben stared in terror as he couldn't believe who he was seeing.

The alien was tall with dark lavender skin which looked like it was rotting. He had long arms and pure white claws. He had an upside down skull and one purple eye that was filled with darkness and evil. He was someone Ben thought he would never see again.

It was Ghostfreak.


	7. A Dark Ambition

"Hello, Ben Tennyson," Ghostfreak said darkly.

Ben just sat there speechless. How was this possible? How could Ghostfreak be here when he was millions of light years away in a prison? _How did he even get here?_

Ghostfreak started paced around Ben, anxious for a reply. "What's wrong Ben? To scare to say anything?" he taunted amusement in his voice.

The werewolf let out amused bark as well with its tail wagging. Ben glared at Ghostfreak and asked, "Where is everyone?"

Ghostfreak faced Ben. "There right here." He let out a small cough.

Ben looked around the lobby. No one else was the dark room.

"Where are they?" Ben repeated but with a little more force in his voice.

Ghostfreak sighed. "Fine, I'll show you." He glanced around the room and shouted, "Come forth, my minions!"

Suddenly thousands of one eyed, gray skin, black lined aliens came out of the walls of the hotel. They all stared at Ben, their purple eyes watching him closely. Ben stared fearfully from the Ghostfreak like creatures to Ghostfreak himself.

"What did you do to them?" Ben demanded his voice cracking a little with fear.

Ghostfreak smiled. "I possessed them," he answered, "I took over their bodies and minds and now they only serve me unless I release them."

Ben glared at him, unable to come up with a reply.

Ghostfreak started to pace around him again as he said, "It was disappointing that you didn't figure out it was me after I started to posses your fellow humans. Although, it was amusing watching you and your companions as you tried so desperately to find me. As I saw the terrified looks you all gave... Especially you when I gave you that death note!"

Ghostfreak began to laugh again but then coughed in mid laughter, unable to control himself.

Ben glanced around the room, hoping for some kind of way out. But there wasn't. The elevator and the emergency stairs where too far away for Ben to reach with out being caught by Ghostfreak's minions and the door out of the hotel was blocked by the werewolf and Ghostfreak. But Ben couldn't just sit here and do nothing.

"What exactly do you want, Ghostfreak?" Ben asked, "I may be able to make a deal with you, if you let me go."

Ghostfreak was finally able to control his coughing. He looked at Ben, his purple eye filled with a lust for blood.

"You," he cough in mid answer, "I want you to suffer just like how I have. I want you feel a never ending amount of pain and agony. I want you to pay from what you did to me. I want see your blood spilled from your lifeless corpse. I want you _dead_."

Ben glared at Ghostfreak, as he felt himself shake with fear. How was he going to get out of this one with no one to help him and no way to defend himself?

_Why didn't I accept Paradox's help when I had the chance!_

Ben sighed deeply. "And what of the people of Bellwood?" he questioned, "What are you going to do with them?"

Ghostfreak moved closer to Ben. "It doesn't matter," he replied, "I will deal with them later."

And then without warning, Ghostfreak merged himself with Ben, taking full control of his body. He lifted Ben off the ground, throwing him in every direction like a rag doll. Ben flinched in pain as he grabbed onto the door trying to find some way to fight back. He felt Ghostfreak pull him with in an incredible amount of force, making Ben feel as if his body was being torn apart. He cried and let go of the door. He then collided with a wall making his back go numb.

Ben fell to the ground, cringing as he tried to get up, using the front desk for support. He then felt Ghostfreak make him pick up a knife on the front desk and made Ben stab himself in the leg. Ben screamed in agony. He leaned against the desk as he removed the knife from his leg. But Ghostfreak got into control again and made Ben stab his other leg.

And then his feet.

His arms.

His hands.

His wrists.

And then it finally stopped.

Ben panted heavily as he felt Ghostfreak leave his body. Pain went through his body, unable to feel a thing. He looked up at Ghostfreak, who was staring intensely at the knife.

He picked it up and gently let the blade scrape underneath Ben's chin, leaving a very faint cut as blood slowly trailed off Ben's neck. Ghostfreak then placed the blade near Ben's neck, barley touching it. He stared at Ben, his gaze filled with anger, pain, and madness.

"How does it feel, Tennyson?" Ghostfreak whispered softly, "How does it feel to feel nothing but pain? Having no relief or mercy. To feel broken and tortured. How does it feel to be in an _endless_ abyss between life and death?"

Ghostfreak continued to ask him questions. Some didn't even make sense. But Ben wasn't listening at this point. He felt himself slowly losing conciseness, just like he did with the werewolf. But this time, he knew he wouldn't wake up. He was going to be murdered, just like what Paradox said.

But he then heard something.

A gun shot.

He heard screams from Ghostfreak's minions and growls from the werewolf. He heard Ghostfreak shout something but he didn't catch it. Ben felt a tear run down his face as he finally closed his eyes and have darkness over take him.

* * *

><p>"…Why would you listen to him? Why didn't you go after Zs'Skayr anyway?" a voice asked furiously.<p>

"Well, I didn't want to intrude," another voice replied, "Ben wanted to go after Zs'Skayr himself, so I let him."

"But yet you knew this would happen!"

"Yes, but we rescued him just in time, didn't we?"

"Barely! Zs'Skayr had him almost dead when we showed up. We were lucky that Ben survived at all!"

Ben continued to hear the two voices argue back and forth, not quite understanding what they were talking about. Ben tried to open his eyes but it hurt so much to move. He felt pain over his body, but slowly started to calm down but not by much.

"He's waking!" one of the voice exclaimed.

Ben felt something walk on his chest. "Ben, can you hear me?" the voice asked worried.

He let out a small groan in response.

He heard a soft sigh of relief. "See, I told you he will be fine," the other voice said happily.

"Ben, can you open your eyes?" the first voice asked, ignoring the second voice's comment.

Ben slowly opened his eyes to see Azmuth standing on top of him looking at him with concern green eyes.

"…Azmuth?" Ben asked weakly.

Azmuth smiled. "Good to see you're alright, Tennyson."

"Again, I told you not to worry," the second voice said who turned out to be Paradox.

Ben stood up a little, ignoring the pain in his body. He found himself on a bed in an old, dusty building. "Where am I?" Ben asked.

"You're at the military base where we first met," Paradox answered, "I brought you here after Azmuth and I rescued you from the hotel."

"How did you even get me out?"

"Well," Paradox explained, "After you told me you didn't want my help, I knew something like this was going to happen. So I contacted Azmuth to see if he could help find your killer before you did. When Azmuth showed up, we looked all over the town until Azmuth figured out who it was, which was an hour ago. He didn't say who it was, but he said we had to get the hotel fast. We got some weapons that he brought and ran to the hotel as fast as we could. We got there when Zs'Skayr was about to kill you."

"But I wasn't attacked by anyone named Zs'Skayr or however you say it," Ben said, "I was attacked by Ghostfreak."

"Ghostfreak?"

Both Azmuth and Paradox gave Ben confused looks. "Who is Ghostfreak, Ben?" Azmuth asked.

Ben quickly explained about how Ghostfreak was trapped inside the Omnitrix and how he had tried to kill him multiple times.

"The last time I saw him," Ben said, "I was on fall break about three years ago. Me, Gwen, and my Grandpa Max went out camping for the weekend. While I had nothing to do when we where setting up camp, I messed around with the Omnitrix and accidentally released Ghostfreak.

"I tried to fight him, but I was alone and had nothing to defend myself with. I remember he was about to posses me when my grandpa shot with some kind of alien tranquilizer. While Ghostfreak was paralyzed, Grandpa Max called in some plumbers and they took him away to some prison near the sun where he would never be able to escape from or harm anyone ever again. I never worried or thought about him until now."

Azmuth stared at the floor in deep thought for a moment while Paradox stood there in silence.

Finally, Azmuth turned to Ben and said, "Ben, Ghostfreak is Zs'Skayr."

"Oh."

He never gave much thought that Ghostfreak would have a different name besides the name he gave him when he was ten. Ben looked at Azmuth. His eyes where full of pain and regret.

"How did Ghostfreak, I mean Zs'Skayr, get inside the Omnitrix?" Ben asked curiously. He had always wondered how Ghostfreak got inside the Omnitrix to begin with.

Azmuth sighed heavily. "It's a long story, but I'll explain as much as I can." Azmuth paced a little on Ben's bed, figuring out where to start.

"First off, Zs'Skayr was originally a High Ecto-Lord of the ectonurites, which is like their form of duke, on his home world, Anur Phaetos. He was a highly respected High Ecto-Lord who gave his people great pride and freedom. Back when he was a High Ecto-Lord, ectonurites were treated like trash and were mistreated through out the galaxy. Zs'Skayr wanted to changed that and started to convening his people to fight back, verbally of course, and to prove their worth to the other species. Within a few years, Zs'Skayr gave the ectonurites, as well as himself, respect and dignity."

"How did he do that?" Ben asked.

Azmuth's eyes darken.

"Not sure. Paradox has no way to access that moment in time since we're not quite sure where and when that happened. However, I have some theories."

"Like what?"

"Well, I believe that Zs'Skayr must of threaten the other alien rulers because after ectonurites finally where in finally getting a place in society, Zs'Skayr started to take more power for himself from the other High Ecto-Lords. Not in a demanding way at first because everyone thought of him as a hero. But then one High Ecto-Lord didn't want to give up his power to Zs'Skayr. His name was Hexzar, another well respected High Ecto-Lord who always thought of his people before himself. He refused to give up his power because he didn't fully trust Zs'Skayr and thought he didn't need or deserve the power over his people.

Zs'Skayr was furious when Hexzar refused to give him his position, and threaten to kill him if he didn't surrendered. Hexzar ignored Zs'Skayr and was then found dead in his home the next day."

"Did anyone suspect Ghost-Zs'Skayr?" asked Ben.

"Yes," Azmuth answered, "But of course, some believed that Zs'Skayr was innocent. Don't ask my how or _why_ they would think that when it was _so_ obvious, but they did. Soon there was a big debate began to take place about Zs'Skayr and if he should he be removed from power.

"Even if he did help his own people."

"And let me guess... They kept him in power, didn't they?"

Azmuth nodded.

"Sadly, but for a good reason. At the same time this was taken place, the ectonurties where at war, and where losing pretty badly. The other High Ecto-Lords thought it would be the best if they kept Zs'Skayr in power since he was their best military leader. This also, unfortunately, gave Zs'Skayr an opportunity to siege more power for himself.

"He began to assassinate the other High Ecto-Lords one by one. Blaming their murders on their enemies so that no one would suspect him. Within the final years, the war ended and all the High Ecto-Lords were dead. Except for Zs'Skayr. With know one else in power, he began to show his power-hungry self and no one had the power to stop him.

"From once being thought of as a hero, he became a tyrant and took over other races. As Zs'Skayr gained more and more power, he became obsessed with it and would do anything to make sure he would never lose it. He killed anyone on the spot if he saw them as a threat, even people who would question the simplest of things.

"Finally, his people started to rebel and try take Zs'Skayr out of power. They started to fight back, and killed anyone who had even the _smallest_ amount of loyalty to Zs'Skayr. Eventually, they were able to kick Zs'Skayr out of power and make him go into hiding.

"While this rebellion was going on, I was starting to get DNA for the Omnitrix and I was looking for volunteers to give their DNA into the Omnitrix. I was immediately warned about Zs'Skayr and what he was capable of. I was cautious, but didn't worry to much since I didn't think he would actually try to steal it...

"But only after a week of being warned, I was approached by Zs'Skayr. I didn't know what he looked like at the time, so I amused he was just here to put his DNA into the Omnitrix. As I went to get the Omnitrix for me to extract his DNA, I was attacked. I tried to fight back, but I couldn't see or do anything. All I can recall from that fight was I was thrown into a wall and being knocked out.

"I remember waking up a few days later and finding the Omnitrix right beside me. I took a look of it and saw the DNA of Zs'Skayr was in there. I took a look at the security cameras I kept in my lab and saw exactly what happened.

"Apparently, after Zs'Skayr got my unconscious, he tried to activate the Omnitrix. From what I can tell what happened, Zs'Skayr activated the DNA extraction mode and got himself sucked into the Omnitrix."

"How did that happened?" Ben asked slightly confused.

"Ectonutries have the ability to hid themselves in the littlest parts of their DNA," Azmuth explained, "Zs'Skayr must have put most of his soul and body in the tiniest parts of his DNA in case something happened to him. But it obviously backed fired in this case."

"What did you do after Zs'Skayr was inside the Omnitrix?" Ben questioned.

Azmuth looked away from Ben.

"Nothing. I assumed he was dead since there was no way I thought he could have survived. I didn't tell anyone about Zs'Skayr and thought it was for the best that everyone just forgot about him."

Azmuth sighed. "I'm sorry that this happened," he said sadly, "I should have tried to get Zs'Skayr out when I still had the chance."

"It's not your fault," Ben said, "Even if you did release him, he would have taken the Omnitrix and probably killed you."

Azmuth looked up at him. "But that would have been better than what's happening to you and the other humans."

Ben looked out of the window that was next to his bed. He had no idea that Ghostfreak was_ that_ dangerous. He did have a feeling he was a really bad person but not as bad as that…

Now he knew he _had_ to defeat Ghostfreak. Not just for Bellwood and Gwen, but for all the lives lost to Ghostfreak's ambition. He had to succeed, no matter what the cost.

Ben slowly got up from his bed and limped to the door.

"Ben, where are you going?" Paradox asked.

"I'm going after Zs'Skayr," Ben answered, "I'm going defeat that monster for once and for all!"

Ben tried to open the door but then collapsed to the floor. Luckily, Paradox caught him just in time.

"No you're not," Paradox ordered, "Your too weak to fight him again."

"But I have to; Bellwood is depending on me…" Ben objected.

"We know," Azmuth said, "But first we need a plan and you need to rest."

Ben tried to argue again, but it was no use. He couldn't do this alone. He needed Azmuth and Paradox's help.

"Fine, but as soon as I'm well rested we are going get him," Ben said as laid back down on the bed and went to sleep.


	8. The Perfect Plan

"How about this," Ben said impatiently as paced around the room, "When we find Ghostfreak's location, I will come out of the open and face him. He will have his guard down, which will give you guys time to take him down from behind while he is distracted and-"

"It's not going to be that easy, Ben," Azmuth quickly interrupted, "Now that Zs'Skayr knows that Paradox and I are here, he will be on his guard more than ever. With more protection."

"Precisely," Paradox commented.

Ben sighed, leaning against the wall. Even though he had recovered from most his injuries after resting a bit, Ben still felt not as strong as he once was. "Okay... Maybe if we got his minions taken care of first, he will be easier to defeat."

"I doubt that Zs'Skayr would let that happen, noticing how many he has possessed back at the hotel," Paradox countered.

"Alright then, if you guys can come up with a better plan, be my guest!" Ben glared angrily at Paradox and Azmuth.

No matter what plan he would come up with, they would always say it was too flawed to work. It was really starting to get on Ben's nerves, since he seemed to be the only one trying to come up with something to stop Ghostfreak. Both Paradox and Azmuth stayed silent, unable to come up with a reply.

"Well, when you two come up with something, give me a call." Ben then exited out of the building and sat down on the front porch step.

He gazed out into the distance, seeing the sun rise slowly over the horizon. Ben sighed heavily. What can he do? No matter what he thought of, there would always be something blocking it. It seemed as if Ghostfreak and thought of every little detail.

_I guess he would have time to think of that, being in prison for so long..._

"Ben."

Ben quickly turned around to see Paradox standing behind him. "Did you and Azmuth come up with something?" Ben asked still a little frustrated.

"Well... yes and no," Paradox answered oblivious to Ben's coldness, "Its highly risky, but very effective."

"Well if its effective I say we should give it a shot!" Ben stood up, hope glowing from his eyes. "So what's the plan?" he asked.

"Well," Paradox explained, "We would first come up with a strategy to take down Zs'Skayr. But before we would use it, you and I would go forward in time and see what the results of it was. And if it is a failure, we would just go back and go through the same process until we find something that works."

"That... is a good idea, but why would I have to go with you? Couldn't you do this all yourself?" Ben questioned.

"Yes, but you know Zs'Skayr better then both me and Azmuth. You could point out his weakness better than I could," Paradox said.

"Makes sense, so what is the battle plan?"

"You can come up with that," Azmuth answered now entering the conversation, "But do try to come up with something that you know _would_ work. We can't do this _multiple_ times."

Ben nodded and thought hard for a moment. Soon, he came up with an in genus plan that he knew Ghostfreak wouldn't be able to counter.

"I think I have an idea," Ben said, "Here is what I think we should do..."

* * *

><p>"You sure this will work Ben?" Azmuth asked uncertainly.<p>

After discussing the battle plan, Ben and Paradox where preparing to go into the future. Even though Azmuth agreed that it would work, he was still a little bit uncertain about it.

"Relax, Azmuth, this plan is full proof," Ben assured him. _There is _no_ way this could fail! _he thought.

Azmuth sighed. "If you say so."

"You ready, Ben?" Paradox asked as he handed him a pair of binoculars.

"Yep," Ben replied.

"Well, good luck you two," Azmuth said.

Ben nodded and he and Paradox where transported into the future.

* * *

><p>"Where do you think we could get a good view of the action, Paradox?" Ben asked.<p>

They traveled to early morning of the next day. It was still dark outside, but it was only an hour away till dawn. They were at the hotel, the place where Ben planned to meet Ghostfreak.

"I think we could get a good view over there." Paradox pointed to a building where two windows looked over the hotel's entrance.

"Looks like the best place," Ben commented in agreement.

They then teleported inside the building where the two windows where. Both Ben and Paradox took place at the windows, each having a pair of binoculars to see all of the action. Ben looked out the window with his binoculars. He was position a slightly right angel over the front door of the hotel and parking lot. He could see everything there perfectly, studying the layout carefully incased this planed failed.

_But it won't._

"Do you see anything?" Paradox asked Ben, breaking him out of his thoughts.

"Not yet," Ben answered.

They sat in silence for a moment, waiting eagerly for Ghostfreak or their future selves to appear. Finally, Ben saw the werewolf and Ghostfreak appear from the entrance of the hotel. Even though he was far away, he could still see and hear them very clearly. The werewolf was roaming the parking lot of the hotel, its ears and nose twitching furiously. Ben stiffened a little, hoping the werewolf wouldn't catch his and Paradox's scent. But before he could do anything, he heard Ghostfreak cough furiously.

"Will you stop that!" he wheezed under a cough, "You're not going to pick up an fresh scents here!"

The werewolf whined a little and looked over at Ghostfreak, who was still coughing. Ben didn't really noticed Ghostfreak's unusual coughing fits until now. He didn't remember him ever coughing like that before_. _

_Maybe he has an alien cold I could use to my advantage._

Just then, another figured appeared. It was Ben's future self, who was walking ever so slowly and calmly towards Ghostfreak and the werewolf. Both Ghostfreak and the werewolf stood still as future Ben approached them. He stopped when he was a few feet away from them, his eyes glowing mischievously and having a confident smile upon his face. Ben grinned to himself as he thought he was clever when he thought about doing that.

The werewolf growled softly while Ghostfreak approached future Ben.

"So you finally decided to come out of hiding, have you?" he said.

"Yep, and I'm planning to finish you for once and for all," future Ben replied.

Ghostfreak smiled. "Confident, are we?" Amusement flowed through his voice.

"When have I've not been?"

Future Ben quickly slammed the Omnitrix and transformed into Echo Echo.

"I have to admit that was a very good come back," Paradox commented happily. Ben smiled, never taking his eyes off of Ghostfreak and his future self.

Ghostfreak let out a hiss of fury as Echo Echo backed away from him using his intense sound attack. The werewolf and Ghostfreak's minions where about to attack but they were being ambushed by future Azmuth and Paradox. Both of them carried intense alien pistols that shot a giant ray of light that could scare off Ghostfreak's minions, not harming them in the slightest though. Ben didn't want to take the chance of hurting the possessed people of Bellwood, so he thought that only stunning or intimidating them would be the best option. Future Paradox and Azmuth also has alien shotguns so that they could attack the werewolf with as well.

The werewolf was charging at them and trying to grab them with its claws but the recall hits with the shotguns seem to be doing tons of damage to the werewolf. Ben smiled to himself as everything so far was going according to plan.

He then glanced back at Ghostfreak and Echo Echo. Echo Echo and duplicates of himself and was running around the parking lot, using his sound attacks as Ghostfreak tried to get a hold of him. Ghostfreak zoomed from Echo Echo to Echo Echo, dogging their sound attacks as well as trying to possess one of them. Ghostfreak turned invisible at one point of the fight, but it didn't do much as the Echo Echos continued to fire and run at random.

Back with future Azmuth and Paradox, they where dominating the werewolf. The werewolf was covered in its own blood while future Paradox had only a scratch or two on him. Future Azmuth probably didn't have any wounds with him being so small, and Ben could hardly see him at all. Everything seemed to go so perfect that Ben was getting excited to do this himself.

But then the werewolf jumped on top of future Paradox, knocking him out cold and holding him to the ground, with future Azmuth clutched tightly in his paw. The Echo Echos saw this and ran imminently to future Paradox and Azmuth's rescue. Ben held his breath as the Echo Echos ran towards the werewolf.

A hand suddenly came out of nowhere and grabbed one of the Echo Echos. The Echo Echo tried to break free for the grip, but the more he moved the tighter the grip was. Ghostfreak revealed the rest of himself and turned Echo Echo to face him. He then pressed the Omnitrix symbol on Echo Echo's chest and the remaining Echo Echos merged into one and transformed back into the future Ben. Ghostfreak was holding future Ben by the neck, staring at him intensely.

"Now to ends this for once and for all," Ghostfreak whispered, his breathing becoming quicker and shaky.

Future Ben froze in horror, unable to do a thing to defend himself. Ghostfreak moved his grip on future Ben's neck to the edge of his fingers as his claws sunk into future Ben's neck ever so carefully and slowly. Future Ben gasped and tried to break free but was slowly losing all focus and feeling. Ghostfreak merged himself with future Ben fell to the ground. His body started to twitch like mad and his clothes started to tear as his body seem to curl and wrinkle up like he was ageing.

Cuts and wounds appeared all over as future Ben try to scream for help. Blood oozed out of the holes in his neck, slowly dripping to the ground. Future Ben at some point made a gargling sound as if he was drowning. Finally, he laid deathly still and Ghostfreak reappeared. Ben looked away from this gory sight as could no longer stand the horror that was coming upon to him. He heard slicing sounds as he thought of Ghostfreak doing who knows what to his future self.

Ben finally had the courage to look back at the scene. He saw Ghostfreak panting heavily and standing over the what barely recognizable corpse of Ben Tennyson. Ben shook with fear and felt as if he was going to vomit. Ghostfreak just stood over the corpse, his hands and arms stained with color of crimson human blood. He breathed heavily, never taking his eye off his murder victim.

Ghostfreak then suddenly fell the ground, coughing and chocking up air. The werewolf ran to Ghostfreak's side, nudging him with his paw. Ghostfreak was silent, his breathing growing fairly faint.

"Its…over," he muttered weakly, "…I'm finally free…"

The werewolf whimpered a little, encouraging its master to get up. Ghostfreak pushed the werewolf away.

"It's no use, Yenaldooshi," he said, "There isn't anything you or I can do to stop it from happening."

Ghostfreak let out another cough.

"But before I go, I have one request. Give me the Omnitrix…"

The werewolf nodded and grabbed the Omnitrix, cutting away the remains of future Ben's skin and bone off of it. It placed it in front of Ghostfreak who started at it in pure hatred. He then clutched together his fist and smashed the Omnitrix. It wasn't destroyed, but it was pretty well damaged from Ghostfreak's hit. Ghostfreak then sighed and watch the sun rise from the distance. The werewolf nudged him again, but Ghostfreak didn't move.

Ghostfreak only closed his eye and let out a sigh of relief. "I'm finally ready to move on…"

The scorching heat of the sun blazed through the sky, burning the flesh off of Ghostfreak. His body slowly burned up, but yet he stood still, not even flinching at the pain. Finally, his body turned to dust and was carried away from the morning wind.

The werewolf let out a howl and then ran through the streets of Bellwood, disappearing from sight. Ghostfreak's minions also appeared, each screaming as their flesh burned into flames. But unlike Ghostfreak, they turned back into the people of Bellwood and fell to the ground, uncurious and unharmed. Kevin and even Gwen and Ben's parents were among them. The future Azmuth and Paradox stared at future Ben's body and at the people of Bellwood as they traveled back through time.

Ben started into space as he could not believe what he just witness. Not only he just witnessed his own death, but the death of his _killer_ right afterwards. Ben felt himself shake uncontrollably, not sure what emotion he should be feeling. He then saw Paradox standing next to him, not sure what to do or say that would be comforting.

"Well, that's not what I expected," he said, "But this dose explain why I couldn't find Zs'Skayr when I first discover this crime."

Ben stayed silent. They stood there in silence for awhile until Paradox finally asked, "Do you want to go back or do you want to stay and recover a little bit more?"

Ben shook his head and stood up, his legs feeling weak. "No," he said quietly, "Let's just go and tell Azmuth what happened."

Paradox nodded and the two of them disappeared into the past.

* * *

><p>Azmuth just stood where he was, speechless for words. Ben and Paradox just told him what they witnessed in the future, as well as trying to come up with a new plan to face Ghostfreak.<p>

"I… didn't expect this… I would never thought that Zs'Skayr was dying this whole time," Azmuth stuttered, trying to find the right words.

"It was surprising," Paradox said, "But I kind of expected it a little. By the way he fought when we where rescuing Ben and the way he was coughing."

Ben sat on his bed, not saying or commenting on anything.

Azmuth looked up at him. "Ben, are you alright?" he asked concern. Ben nodded.

"I am. Just thinking that's all."

"If your thinking about going after Zs'Skayr again, then forget it!" Azmuth said forcefully, "I'm not letting you face him after _that _encounter!"

"Well, what do you want me to do then? Just sit here and do nothing?" Ben demanded.

"If this means keeping you and the Omnitrix safe, then yes," Azmuth answered coldly.

Ben glared at Azmuth, but said nothing. He looked out his window, going deep into thought. Azmuth sighed.

"You have to give him credit though," Paradox said trying to lightening up the mood, "He's taking this quite well."

Azmuth glared at Paradox, but said nothing in reply.

Ben then got up from his bed and walked towards the door. He had an idea on how to defeat Ghostfreak, though he doubt that Paradox and Azmuth would agree to it. It was risky. No, it was _beyond_ risky. But it could be the only way to end this.

Because the way Ghostfreak acted when he was dying. He acted like he was being released from a punishment when he killed Ben. The way he seemed to have a regretful tone in his voice, and the way he excepted death like he did.

It wasn't a plan Ben wouldn't normally put under consideration, but it may be the only way for him to get out of this alive.

"Ben?" Azmuth called back at him.

Ben turned to him. "I know how to defeat him," he answered solemnly.

Azmuth blinked at him. "What do you… Oh, no… You are not _seriously_ thinking that!"

Ben nodded.

"No, you can't! That is the most foolish thing I have ever-"

"Don't be so harsh on it, Azmuth," Paradox interrupted.

Azmuth glared at Paradox, his eyes glowing full of frustration. "Paradox, you actually…"

"I do."

Paradox turned to Ben. "I don't like the idea very much myself, but it may be the only way."

Ben nodded.

Azmuth sighed heavily. "Fine, but I hope you know what you are doing, Tennyson!"


	9. In the End

Ben slowly walked down the dark streets of downtown Bellwood. He was heading for the hotel, where Ghostfreak would be waiting for him. He was unarmed and had no one to back him up.

Before Ben made his way to the hotel, he had told Azmuth and Paradox that he needed to go alone if this plan was going to work. Of course, Azmuth objected it, but reluctantly let Ben go. Paradox said that he would look into the future and see if the plan would work. And if it didn't, he would stop Ben before he would reach Ghostfreak.

But that didn't make Ben not feel less nervous.

In truth, he wasn't fully confident that this would work. There was the chance that Ghostfreak wouldn't be desperate enough to listen. There was the chance that Ben could only make things worse for himself. There was the chance that he wouldn't make _that_ far.

_But I have to try_, Ben kept telling himself, _I have to do this._

Finally, Ben could see the hotel. He could see the werewolf and Ghostfreak in the distance, doing what he had saw in the window. The werewolf was trying to catch a fresh scent and Ghostfreak snapped at him again. Ben then stopped walking and waited for Ghostfreak and the werewolf to notice him. In that second, Ghostfreak turned his head to Ben. The werewolf growled softly, but stood where it was. Ghostfreak approached Ben, a blood thirsty look in his eye that did make Ben flinch a little.

"So you finally decided to come out of hiding, have you?" Ghostfreak asked coldly.

Ben nodded solemnly. "It's time we finish this once and for all," he said, "This conflict has gone on for far too long."

"Indeed it has. Far too long..." Ghostfreak mumbled a little, but Ben couldn't catch it.

Ben stayed silent for a moment, trying to think of the right words to say. Finally he said, "You know it doesn't have to end like this."

Ghostfreak looked up at Ben. "And what do you mean by that?"

"Well," Ben explained, "There must be something you want more than just to kill me? Let's say, the Omnitrix."

"Aw yes, the Omnitrix... The thing that started all of this madness."

Ghostfreak paused for a moment before he said, "When I first came back to Earth, yes I did wanted it. My original plan was to take the Omnitrix from you and _then_ kill you. But as I traveled over here, I began to change my mind. _Why_ would I want the very thing that has caused me all this pain and suffering? But by destroying it... I could achieve much more..."

Again, Ghostfreak started to mumble again; as if he was talking more to himself then he was to Ben.

"What exactly did the Omnitrix do to you?" Ben asked.

Ghostfreak glared at him.

"More then you can imagine. Not only was I trapped within the Omnitrix physically, but mentally as well. It took over me, make me its' slave. In all truth, I'm surprised that you're not corrupted by its power."

"I guess I'm stronger then I look," Ben said.

"Perhaps, but it still doesn't change anything," Ghostfreak said, "I'm still going to kill you."

"And how would it solve anything?" Ben demanded, backing away from Ghostfreak. "Killing me won't resolve your guilt. You can't escape the past, Zs'Skayr."

Ghostfreak froze. He stood incredibly still, like some just slapped him across the face. "H-how..." Ghostfreak stuttered shocked, "How do you know..."

He paused, being deep in thought. Suddenly, Ghostfreak charged at Ben and grabbed him by the neck.

"What did Azmuth tell you?" Ghostfreak screamed furiously, "What did he tell you?"

Ben coughed. "...E-everything I n-need to know," he replied gasping for air.

Ghostfreak glared at Ben. Fury, hatred, pain, and regret glowed from his gaze. Ben struggled to break free from Ghostfreak's grasp. He was finally able to free himself, as he fell to the ground, panting heavily. Ben looked up at Ghostfreak, who seemed to not have noticed that he had moved. Ben backed up, waiting for Ghostfreak to react.

But he didn't.

He just stood there as if his body and mind where in two different places at once. Even the werewolf was getting concern, as it slowly approached its master.

"Is this why you're doing this?" Ben questioned Ghostfreak, though he wondered if he was really listening. "So that you can forget your past?"

Ghostfreak said nothing in reply. Ben waited for him the respond, though he still kept his distance. Finally Ghostfreak let out a soft sigh.

"I guess there is no point in denying it, since you know everything. I...I will admit I'm not completely pound of all I've done." Ghostfreak looked away from Ben, as if it was hurting him to talk.

"I don't regret giving the ectonurites freedom. I don't regret the methods I used to gain it. I don't regret taking away lives to achieve that goal. What I do regret…is my power hungry ways. But I felt if I didn't have the power over my people, I couldn't save them. Gaining the ability to control the lives of many...overwhelmed me.

"Instead of saving my people, I ended up destroying them. And myself. All because I couldn't stand giving up my power. I wanted more, for reasons _I_ can't even remember. Then the rebellion happened... I lost everything I have ever worked for... When I heard about the Omnitrix, I thought I could gain order...power...and my sanity. But it did the opposite. My obsession consumed the little humanity I had left, making me numb to anything else. I only felt pain and greed. In the end, it killed me, no matter how hard I tried to save myself..."

Ghostfreak lost himself in his thoughts. As if he was just now confessing this to himself. For the first time, Ben kind of felt a little sympathetic for him. But he couldn't forgive him for what he had done. Even if he did regret it.

"And yet even being trapped in the Omnitrix, you didn't even try to redeem yourself?" Ben questioned.

"I couldn't. I was never fully conscious in there. And even when I was, all I thought about was gaining back the power and glory I once had."

"Is that why you've tried to kill me in the past?"

"Obviously. Same thing with all my minions. The more people under my control, the more I felt at peace. But the hunger still craved more. So much that I ended up being defeated again and again by a damn child..."

Silence filled the air, neither Ben or Ghostfreak wanting to say anything.

"If you really want to be forgiven, than allow yourself to move on," Ben advised, "Allow it to end."

Ghostfreak let out an enraged cry. "No! I can't! I can't move on if the abomination that caused my pain is still here! The only way to end this is to destroy...you and the Omnitrix."

Ben backed away. "No, it won't. You will only make this last longer."

"No!"

Ghostfreak charged at Ben, merging himself with Ben. Ben gasped in pain but he fought with all his strength and activated the Omnitrix. He transformed into Big Chill and Ghostfreak was forced out of his body. But Ghostfreak recovered quickly and attacked Ben. His pure white claws slashed against Ben's face, leaving a long trail of blood. Ben then used Big Chill's ability to turn invisible. He backed away from Ghostfreak, who was searching for him frantically.

"Using my own strategies against me!" Ghostfreak sprat, "Impressive, but you can't hide forever!"

Ben watched silently as Ghostfreak turned invisible himself. The werewolf followed its' master's lead, running around the hotel in a never ending search.

Ben stood where he was. He didn't know if Ghostfreak would be able to sense him or not, but he knew he couldn't run. He then flew silently and swiftly towards Ghostfreak, stalking his every movement until he and the werewolf where at a good distance apart. Once the werewolf was at the other side of the hotel, out of sight and earshot, Ben revealed himself and hit Ghostfreak in the back with a beam of ice. Ghostfreak fell to the ground, shaking a little as he got up.

Ben then transformed into Swampfire and threw fireballs at Ghostfreak. Ghostfreak screamed in agony and took cover underground. He then reappeared behind Ben and shot a laser from his chest at him. Ben dodged most of it and quickly turned around to shoot more fireballs. Ghostfreak moved from side to side quickly, making it impossible for Ben to hit. He then got a hold of Ben and tried to drag him underground. But Ben shot out flames from the palm of his hands, burning Ghostfreak with full power. Ghostfreak tried to resist, but the pain became so unbearable he had to retreat.

Once he was able to recover, Ghostfreak tried to drag Ben underground again, but Ben kept throwing fire at him. Again and again, Ghostfreak tried to get a hold of Ben, but failed each time. When, the werewolf realized what was going on and ran to help its' master. But Ben used Swampfire's ability to control plants, and had all the roots of nearby trees trap the werewolf in a fort, unable to escape.

Ghostfreak completely ignored his minion and continued to savagely attack Ben. But he was getting tired and so was Ben.

Ben didn't know how much longer he could keep this up. He knew the Omnitrix would need to recharge, and then Ghostfreak would have his way with him. But Ben knew that Ghostfreak would be or even more exhausted as he was. Ghostfreak breathed heavily, coughing after each breath. He acted like he was suffocating, but it didn't stop him from attacking. Ben continued with his strategy, though the fireballs became weaker and weaker.

Finally, Ghostfreak collapsed on the ground, his body covered with blood and burns. He gasped for air, not even acknowledging his wounds. Ben walked up to Ghostfreak, his body too covered in injuries. He stared down at him, wondering if he should just kill him right then and there. Ghostfreak looked up at Ben. He said nothing, but he waited for Ben to say or do something.

Ben glared at him. "Are you done?" he asked coldly.

Ghostfreak hissed. "…Never! …I won't give up…I need to…"

Ghostfreak flinched a little, wheezing as he breathed.

"I could end this for you," Ben offered, "I can help you if you would just let me."

"…Why would I want your help?" Ghostfreak questioned, "Do you take me as a fool?"

"No," Ben replied emotionless, "I just want this to end. I'm tired of running from you."

"And I'm tired of chasing you!"

"I know, but let me finish. I would like to the end this, but without bloodshed."

"So you're going to put me in a prison again? Because you don't have the courage to kill me?"

Ben glared at Ghostfreak.

"I'm not a murder. I don't rely on violence to solve my problems. But if you allow me to help you, both of us can get out of this alive."

"Are you that naïve?" Ghostfreak coughed as he spoke. "There is no way I'm going to last much longer, weather I want your help or not. I'm dying, but _I'm_ taking you with me!"

He tried to get a hold of Ben, desperately trying to hurt him. Ben got down to ground level and grabbed a hold of Ghostfreak's hand before he could injure himself any more. Ben made eye contact with him, giving him a sympathetic look.

"What makes you think that killing me would give you peace?"

"Because you're my last enemy that is alive…that I know of…" Ghostfreak answered, "You brought most of my pain. I want you to pay for what you have done!"

"Yet you're the one who caused the wars for the ectonurites," Ben said, "You where the one who caused the rebellion. You where the one who got yourself trapped in the Omnitrix. You caused this never ending fight. And yet _you_ can't take responsibility for your own actions."

Ghostfreak stayed silent.

"The only way to escape your guilt is to blame it on someone else. And I'm the only one for you to blame. You know that you are dying, and you want to release yourself from this torture. That is the true reason why you came after me, isn't it? To free yourself."

Ghostfreak glared at Ben as tears rained down from his eye. Ben transformed back to his human form, not even running away from Ghostfreak.

"Killing me or destroying the Omnitrix won't solve it. It will only make it worse. If you really want to be at peace, face the monster that_ you_ have been running away from. Allow it to end."

Ghostfreak coughed again. He looked away from Ben, going deep into his own thoughts. Ben remained where he was, waiting patiently for Ghostfreak to respond. Silence filled the air for a long moment, as if they wanted the other to speak first. Ghostfreak finally turned to Ben.

"…End it," he pleaded, "I want to let go…I want to be free…help me, Tennyson…"

0Ben nodded. Even though he didn't really want to kill Ghostfreak, death would be the best relief for him.

"What do you want me to do?" he asked.

Ghostfreak didn't say anything in reply. Ben nodded again and transformed back into Swampfire. He then flicked a small ember onto Ghostfreak. Ghostfreak's body burned into flames, but Ghostfreak didn't even move. He was dying like Ben saw him die before. But this time, hopefully he would be at peace.

Ghostfreak looked up at Ben. He didn't say anything, but Ben could tell he was grateful. Ghostfreak closed his eye as his body turned to ashes. Ben looked over at the horizon to see the sun rising up. A light breeze came through and blew Ghostfreak's remains away as dawn came into view.

Just like it did in the future.


	10. Aftermath

It had been a few weeks since Ben had defeated Ghostfreak. He was now waiting in the hospital's lobby with Kevin, waiting for Gwen. She was suppose to come home today, since she had recovered surprisingly quickly from her injuries.

Kevin paced a little, not even caring if people where watching him. Ben hadn't told anything about Ghostfreak yet. He wanted to wait until Gwen was back so he could tell them all at the same time. Kevin didn't question it, but he seemed to understand why.

Finally, Ben looked up to see Gwen walking towards them, slowly though. She looked extremely pale and skinny since the last time Ben saw her, which was when he first brought her to the hospital. Kevin seemed to relax a little when he saw Gwen.

"You look better," Kevin commented.

Gwen smiled. "I've had better days, but it feels good to be out of that room finally."

She turned to Ben. "Paradox showed up in my room a few days ago. He told me you killed the alien that was after you, though he wouldn't tell me who."

"I wanted to tell you and Kevin that myself when you got better," Ben explained, "I thought it would be easier to explain everything at once."

"I hope so," Kevin said mumbling a little, "I want to know who the bastard was that made the _huge_ dent in my car!"

Gwen sighed a little at that last comment.

The three of them then made their way towards Kevin's car. It did have a dent in it on the right side of the hood, but to Ben, it wasn't that bad. It could have been a _lot _worse, considering who Kevin was fighting. Though, Kevin still complained.

Once all three of them where in the car, Gwen turned to Ben and asked, "So, what happened? I assume everything went okay since you're still in one piece."

Ben could tell that Gwen was angry with him for fighting Ghostfreak on his own. But, he ignored her anger.

"Well, after I took you to the hospital, I went looking for the guy who ambushed you. I found him, and it turned out to be the werewolf."

Gwen's eye widen. "The _werewolf_?" she exclaimed shocked, "How did the werewolf get to Bellwood from New Mexico?"

"That's what I said," Ben commented.

"Uh...is this a person I would know?" Kevin asked puzzled.

Ben shook his head. "No. Long story short, the werewolf is an alien me and Gwen had fought a couple of times. We haven't seen it since the summer I first got the Omnitrix."

"Was the werewolf behind the hotel disappearances and the death threat?" Gwen asked.

"Yes and no. It turns out that the werewolf was working for someone, who was responsible for everything. After fighting the werewolf for awhile, I finally met up with the mastermind, Ghostfreak."

"_Ghostfreak_?"

"And that person...?" Kevin said.

"Another long story short, Ghostfreak was an alien that was trapped in the Omnitrix and had tried to kill me almost every time he saw me. Last time I faced him, he was taken to an alien prison that he would _never_ escape from."

"Apparently, they were wrong when they said that," Kevin replied.

"What happened after that?" Gwen questioned.

"Well, I fought Ghostfreak, lost horribly and almost got killed. I was saved by Paradox and Azmuth at the last possible second. After I recovered from the injuries, Paradox, Azmuth, and I came up with a plan to take down Ghostfreak. Paradox and I then went to the future and saw how it turned out. It…ended _really_ badly..."

"How bad?" Kevin asked.

Ben stayed silent. The image of him being murdered still haunted him. Even though Ghostfreak was gone, he could never unseen that image or the feeling he had felt when it happened.

"Oh…I guess it was _that_ bad," Kevin said no longer pushing the subject.

"Anyway," Ben continued, "When we returned back to the present, I came up with an idea on how to defeat Ghostfreak. So, I went back to the hotel and I talked to him."

"Talked to him about what?" Gwen questioned.

Ben then explained about Ghostfreak's past. Gwen had a horrid look on her face while Kevin kept his emotions to himself, though you could tell he was disturbed.

"So with that information," Ben continued, "I decided to confront Ghostfreak with it. When I told him what I knew, it surprised him and I could see the guilt he was holding in. He told me he was dying and he thought that destroying me and the Omnitrix would give him peace. I fought him and in the end, I put him out of his misery."

"But what happened to the werewolf?" Kevin asked, "Did you kill it too?"

Ben shook his head. "No. There was no reason to kill it. I let it go, knowing that we would most likely never going to see each other again. We are no longer enemies, but not exactly allies either. Along with freeing the werewolf, I found all the missing people. Ghostfreak had turned them into his slaves, and that was why we couldn't find them."

"Yep," Kevin commented, "That was the most painful experience I have ever felt."

Gwen turned to Kevin. "What did it feel like, where you hurt?"

"No, but it felt like getting electrocuted and then having your body and mind slowly become numb. I don't remember much after that."

Kevin turned towards Ben.

"Did anything else happen after that?"

"Paradox, Azmuth, and I help get everyone back to their homes," Ben answered, "You know what happened after that. Though, I am surprised that no one has really said anything about the disappearances, at least from what I have heard."

"The news probably doesn't want it to get mention," Gwen said, "Not a good thing to have a history of people disappearing without a trace and then suddenly reappearing."

"True."

The three of them then sat in silence, knowing that there was nothing else to discuss. Ben looked out the window, thinking about his final battle with Ghostfreak.

He wondered if Ghostfreak was at peace now. Was he in hell or some other place? Ben didn't know, but he hoped Ghostfreak's suffering had ended. Even though Ghostfreak got what was coming to him, he didn't deserve to suffer like that. No one dose. It only makes the hatred and grief grow, not really solving anything but delaying the outcome.

"Are you alright, Ben?"

Ben turned to see Gwen looking at him, concern in her green gaze. Ben smiled faintly.

He knew he would never be the same again after all he had experience, but perhaps that's a good thing.

"I'm alright," Ben finally answered, "Just looking forward to some relaxation. Hopefully."

Gwen smiled in reply as they sat in silence the rest of the trip home.

* * *

><p><strong>Author's Note:<strong>

**Well, my first finished fanfic! I was kind of surprised that this story went so fast, considering that I thought it would be longer. But, I think it turned out well in the end. I hoped that you all enjoyed the story and I thank you all for reading and reviewing.**


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